Reserrch On Legal Tssues Of Competityion For Control Of Listed Companies

The reform of non-tradable shares has achieved perfect success in our country.The situation of the stock exchange market in our country is very good because of "the same share,the same share and the same profit".However,the phenomenon of controlling shareholders of listed companies has been continuously reduced,which has diluted the share proportion of A-share listed companies.Thus,the emergence of hostile arbitrage space makes the value function of control rights of listed companies appear.With the rise of hostile takeover,anti-takeover measures will also rise.From many hostile takeover incidents represented by Baowan controversy in recent years,we can see that there are problems in equity flow in China's capital market.There are vague zones in the provisions of laws and regulations on takeover and anti-takeover of listed companies.The provisions of Company Law,Securities Law and Management Measures for Acquisition of Listed Companies The regulation is decoupled from the specific practice,so this paper starts with the current situation of hostile takeover,chooses classical cases to analyze,puts forward the legal puzzlement of hostile takeover in China,and internalizes it into legal regulation suggestions with local characteristics by drawing lessons from foreign experience.From July 2014 to February 2017,Baoneng waged a fierce war against Vanke.Although the two-year-long Baowan War has ended,the controversy over the control of the "snake-swallowing elephant" has led to many problems in the capital market,such as the drawbacks of listed company governance mentioned in this article,the unclear consequences of information disclosure violations by hostile purchasers,unreasonable allocation of anti-takeover decision-making power,abuse of highly leveraged funds,lack of anti-takeover measures,and so on.In the first chapter of this paper,the background and significance,research methods and innovations are discussed.Chapter two explains the hostile takeover of listed companies;Chapter three analyses the case of Baowan dispute and raises legal confusion;Chapter four searches foreign advanced legislative experience for confusion,and Chapter five puts forward legal suggestions for localization based on foreign experience.